Form 4: DNOW CEO Cherechinsky Boosts Stake Post-Performance Vesting

DNOW Inc.'s President and CEO, David A. Cherechinsky, increased his direct beneficial ownership to 960,261 common shares following the vesting of performance and restricted share awards.

Summary

• David A. Cherechinsky, President and CEO of DNOW Inc., acquired 89,995 common shares on February 20, 2026, for no consideration, upon the satisfaction of performance criteria underlying an award of performance shares.
• On the same date, 52,558 shares were disposed of at $13.23 per share to satisfy tax withholding liabilities related to the vesting of restricted shares.
• An additional 35,414 shares were disposed of at $13.23 per share to cover tax withholding liabilities from the vesting of performance award shares.
• Following these transactions, Cherechinsky's direct beneficial ownership in DNOW Inc. stands at 960,261 common shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event. While shares were disposed for tax, the underlying acquisition of a significant number of shares due to performance criteria being met is a positive signal of executive performance and alignment.

Positives

• Acquisition of 89,995 common shares for no consideration, indicating successful achievement of performance criteria by the CEO.
• Increased direct beneficial ownership to 960,261 common shares, demonstrating continued alignment of the CEO's interests with shareholders.

Negatives

• Disposal of 87,972 shares (52,558 + 35,414) at $13.23 per share to cover tax withholding liabilities, which represents a reduction in direct holdings, albeit for a standard tax purpose.

Future Outlook

NA

Management Comments

• President and Chief Executive Officer (Role of reporting person)
• /s/ Raymond W. Chang, as attorney-in-fact (Signature on behalf of reporting person)

Industry Context

StockSavvy.ai notes that executive share vesting and subsequent tax-related dispositions are standard practices in executive compensation structures across various industries. This particular filing reflects the routine process of an executive realizing value from long-term incentive plans, which is common for CEOs in the energy distribution and services sector where DNOW operates.

Related Party Transactions

• Acquisition of 89,995 common shares by David A. Cherechinsky from DNOW Inc. as part of a performance share award.
• Disposal of 87,972 common shares by David A. Cherechinsky to DNOW Inc. (or its agent) to satisfy tax withholding obligations related to vested restricted and performance share awards.

Stakeholder Impact

• Shareholders: The net increase in the CEO's direct ownership aligns management's interests with shareholders, potentially signaling confidence in the company's future.
• Employees: The vesting of performance awards can serve as a positive example of the company's compensation structure rewarding achievement.

Key Dates

Recommendation

The filing indicates a routine executive compensation event where the CEO's performance awards vested, leading to a net increase in his direct share ownership after tax withholdings. This is a neutral to slightly positive signal, reinforcing management's alignment with shareholder interests. However, it does not present new fundamental information that would warrant a 'buy' or 'sell' recommendation, thus a 'hold' is appropriate for existing investors.

Keywords

DNOW Inc., DNOW, David A. Cherechinsky, Insider Trading, Form 4, Share Vesting, Performance Shares, Restricted Stock, CEO Stock Ownership, Executive Compensation